Richard H. Sauer Form 4 OUTFRONT Media / Richard H. Sauer ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sauer Richard H.

(Last) (First) (Middle)

C/O OUTFRONT MEDIA INC.

405 LEXINGTON AVENUE

(Street)

NEW YORK NY 10174

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OUTFRONT Media Inc. [ OUT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, General Counsel & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2015		M		179	A	$0(1)	12,094	D
Common Stock	04/01/2015		F		75	D	$29.79	12,019	D
Common Stock	04/02/2015		M		244	A	$0(1)	12,263	D
Common Stock	04/02/2015		F		101	D	$29.75	12,162	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	04/01/2015		M			179	04/01/2015	(2)	Common Stock	179	$0	180(3)	D
Restricted Share Units	(1)	04/02/2015		M			244	04/02/2015	(4)	Common Stock	244(5)	$0	0	D

Explanation of Responses:

1. The restricted share units are settled by delivery of a corresponding number of shares of common stock of OUTFRONT Media Inc. (the "Company") upon vesting.

2. These restricted share units vest in three equal annual installments, beginning on April 1, 2014.

3. These restricted share units were previously reported as 316 restricted share units but were adjusted to reflect the special dividend paid by the Company to its stockholders on December 31, 2014. As a result of the special dividend, the reporting person received an additional 43 restricted share units pursuant to the anti-dilution provisions of the Company's Omnibus Stock Incentive Plan.

4. These restricted share units vest in three equal annual installments, beginning on April 2, 2013.

5. These restricted share units were previously reported as 215 restricted share units but were adjusted to reflect the special dividend paid by the Company to its stockholders on December 31, 2014. As a result of the special dividend, the reporting person received an additional 29 restricted share units pursuant to the anti-dilution provisions of the Company's Omnibus Stock Incentive Plan.

Remarks:

	/s/ Richard Sauer	04/03/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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